Common use of Confidentiality; Publicity Clause in Contracts

Confidentiality; Publicity. Agent and each Lender shall hold all non-public information regarding the Obligors and their Subsidiaries and their respective businesses obtained by Agent or any Lender pursuant to the requirements hereof in accordance with such Person’s customary procedures for handling confidential information, except that disclosure of such information may be made (i) to their respective agents, employees, Subsidiaries, Affiliates, attorneys, auditors, professional consultants, rating agencies, insurance industry associations and portfolio management services (provided that any such Person except a rating agency has agreed to be bound by the provisions of this Section 13.16 and with respect to a rating agency, it is informed of the confidential nature of the information and instructed to keep it confidential), (ii) to bona fide prospective transferees or purchasers of any interest in the Loans, and to prospective contractual counterparties (or the professional advisors thereto) in Hedging Agreements permitted hereby, provided that any such Persons shall have agreed to be bound by the provisions of this Section 13.16, and (iii) as required by law, subpoena, judicial order or similar order and in connection with any litigation. Confidential information shall not include information that either: (i) is in the public domain, or becomes part of the public domain after disclosure to such Person through no fault of such Person, or (ii) is disclosed to such Person by a Person other than any Obligor or its Subsidiaries; provided Agent or a Lender, as the case may be, does not have actual knowledge that such Person is prohibited from disclosing such information. Agent and each Lender agree to use reasonable efforts to notify the Borrower Representative of any required disclosure under this Section 13.16 as far in advance as is reasonably practicable under the circumstances in order to give the Borrowers an opportunity to obtain appropriate relief or protection from a court of competent jurisdiction regarding such disclosure.

Confidentiality; Publicity. Agent and each Lender shall hold all non-public information regarding the Obligors and their Subsidiaries and their respective businesses obtained by Agent or any Lender pursuant to the requirements hereof in accordance with such Person’s customary procedures for handling confidential information, except that disclosure of such information may be made (i) to their respective agents, employees, Subsidiaries, Affiliates, attorneys, auditors, professional consultants, rating agencies, insurance industry associations and portfolio management services (provided that any such Person except a rating agency has agreed to be bound by the provisions of this Section 13.16 and with respect to a rating agency, it is informed of the confidential nature of the information and instructed to keep it confidential), (ii) to bona fide prospective transferees or purchasers of any interest in the Loans, and to prospective contractual counterparties (or the professional advisors thereto) in Hedging Agreements permitted hereby, provided that any such Persons shall have agreed to be bound by the provisions of this Section 13.16, and (iii) as required by law, subpoena, judicial order or similar order and in connection with any litigation. Confidential information shall not include information that either: (i) is in the public domain, or becomes part of the public domain after disclosure to such Person through no fault of such Person, or (ii) is disclosed to such Person by a Person other than any Obligor or its Subsidiaries; provided Agent or a Lender, as the case may be, does not have actual knowledge that such Person is prohibited from disclosing such information. Agent and each Lender agree to use reasonable efforts to notify the Borrower Representative of any required disclosure under this Section 13.16 as far in advance as is reasonably practicable under the circumstances in order to give the Borrowers Borrower an opportunity to obtain appropriate relief or protection from a court of competent jurisdiction regarding such disclosure.

Confidentiality; Publicity. Agent a) Contractor hereby agrees to protect the physical security and each Lender shall hold restrict access to all non-public information regarding data compiled for, used by, or otherwise in the Obligors and their Subsidiaries and their respective businesses obtained by Agent or any Lender pursuant to possession of Contractor in performance of the requirements hereof services hereunder in accordance with such Person’s customary procedures for handling confidential informationContractor's reasonable business practices and as otherwise provided in this Agreement. Contractor shall comply with all applicable laws and regulations relating to confidentiality and privacy, except that disclosure including, without limitation, all requirements of such information may be made (iM.G.L. c.66A implicated by the subject matter of this Agreement. b) Contractor has read and agrees to their respective comply with, and will cause its agents, employeesofficers, Subsidiariesdirectors, Affiliatesemployees and subcontractors to comply with, attorneys, auditors, professional consultants, rating agencies, insurance industry associations and portfolio management services (provided that any such Person except a rating agency has agreed to be bound by the provisions of this Section 13.16 16 and Mass Tech Collaborative's written policies concerning confidentiality, as set forth in Attachments C- 1 and C-2 hereto and as communicated by Mass Tech Collaborative's Executive Director or General Counsel to Contractor from time to time. Contractor acknowledges that during the term of this Agreement it may receive, have access to or create Sensitive Information which is not generally known by the public, nor as a matter of course disseminated by Mass Tech Collaborative, published on Mass Tech Collaborative's website or disclosed by Mass Tech Collaborative pursuant to the requirements of any Governmental Authority. Contractor agrees, for itself and for its agents, officers, directors, employees and subcontractors, as follows: i. not at any time, whether during or after the termination of this Agreement, to divulge, disclose or reveal to any Person any such Sensitive Information, whether or not such information is produced by Contractor's own efforts, except (A) as specifically required in connection with respect the fulfillment of Contractor's obligations hereunder, or (B) as otherwise directed by the General Counsel in connection with a disclosure request under the Public Records Act, a request for discovery, subpoena, court or administrative order or other compulsory legal process, disclosure requirement or request relating to a rating agencysuch Sensitive Information; ii. not at any time, whether during or after the termination of this Agreement, use any Sensitive Information for Contractor's direct or indirect financial or other benefit or for the benefit of any Person related to or affiliated with Contractor or with whom Contractor is now or hereafter associated, other than Mass Tech Collaborative, nor will Contractor use or attempt to use any Sensitive Information in any manner which could reasonably be expected to injure or cause loss, whether directly or indirectly, to Mass Tech Collaborative or any Applicable Third Party; iii. in the event that Contractor (or any of its agents, officers, directors employees or subcontractors) is questioned about Sensitive Information by anyone who is not known by Contractor to be authorized to receive or have access to such Sensitive Information, or is asked to provide Sensitive Information to any such Person, Contractor agrees to promptly notify the General Counsel and respond to the inquiror in accordance with the General Counsel's instructions; and iv. not at any time, whether during or after the termination of this Agreement, reproduce any Written Materials containing Sensitive Information except to the extent necessary to perform Contractor's obligations under this Agreement, nor make or use (or permit its employees or agents to use) any Written Materials other than in connection with the performance of Contractors' obligations under this Agreement and for the benefit of Mass Tech Collaborative, it is informed being understood and agreed that all Written Materials are, shall be and shall remain the sole and exclusive property of Mass Tech Collaborative, and immediately upon the termination of the confidential nature Agreement for any reason, Contractor shall deliver all copies of Mass Tech Collaborative 's Written Materials and all other property of Mass Tech Collaborative in its direct or indirect possession or control to Mass Tech Collaborative, at its main office. In addition Contractor shall, upon the termination of the Agreement, delete all Written Materials and Sensitive Information, held by Contractor as data stored on computers, floppy disks c/d roms or other electronic media. c) Contractor shall collaborate with Mass Tech Collaborative's Chief of Staff to prepare any public statement or announcement relating to or bearing on the work performed or data collected under this Agreement or to prepare any press release or for any news conference in which Mass Tech Collaborative is concerned or discussed. d) Contractor's obligations under Section 16(b) shall not apply to any information that Contractor can demonstrate, through written records (i) is or has become available to the public (including, without limitation, any information filed with any Governmental Authority and instructed available to keep it confidential)the public) other than as the result of unauthorized disclosure by Contractor or any of its agents, officers, directors, employees or subcontractors in breach hereof, (ii) was known by Contractor prior to bona fide prospective transferees or purchasers other than through disclosure of such information by Mass Tech Collaborative to Contractor (including disclosure to Contractor while previously serving as an employee of or consultant to Mass Tech Collaborative) and was learned or ascertained by Contractor from Persons who are not associated or connected with this Agreement and who rightfully possessed such information and were not themselves in a confidential relationship with Mass Tech Collaborative, any interest in the LoansApplicable Third Party or Contractor with respect to such information, and (iii) Contractor is compelled to prospective contractual counterparties (disclose by order of a court of competent jurisdiction, administrative agency or the professional advisors thereto) in Hedging Agreements permitted herebygovernmental body, or by any law, rule or regulation, or by subpoena, or any other compulsory administrative or legal process, provided that any Contractor provides prior written notice of such Persons shall have agreed disclosure to be bound the General Counsel, (iv) is disclosed by the provisions of this Section 13.16, and (iii) as required by law, subpoena, judicial order or similar order and Contractor in connection with any litigation. Confidential information shall not include information that either: (i) is in the public domain, judicial or becomes part of the public domain after disclosure other proceeding involving Contractor and Mass Tech Collaborative relating to such Person through no fault of such Person, this Agreement or (iiv) is disclosed to such Person by a Person other than any Obligor or its Subsidiaries; provided Agent or a Lender, as with the case may be, does not have actual knowledge that such Person is prohibited from disclosing such information. Agent and each Lender agree to use reasonable efforts to notify written consent of the Borrower Representative of any required disclosure under this Section 13.16 as far in advance as is reasonably practicable under the circumstances in order to give the Borrowers an opportunity to obtain appropriate relief or protection from a court of competent jurisdiction regarding such disclosureGeneral Counsel.

Confidentiality; Publicity. Agent (a) This Agreement and each Lender shall hold all non-its terms, together with any attachments, including, without limitation, any Exhibits, SOFs, Rate Sheets, and Terms and Conditions, but excluding only such information that may be available to the public on Provider’s website from time to time, is designated as proprietary and confidential information regarding of Provider. The Parties agree that such information will not be disclosed by Customer, either directly or indirectly, by any means, to any third person(s) without the Obligors express written permission of Provider. In the event disclosure is mandated by court order, subpoena, a governmental authority, or under law, Customer will give prompt written notice to Provider prior to any such disclosure and their Subsidiaries and their respective businesses obtained cooperate fully to obtain any protective order or other form of confidentiality protection sought by Agent or Provider prior to any Lender such disclosure, except when Customer is lawfully compelled to maintain confidentiality pursuant to such court order, subpoena, governmental authority or law. Provider will abide by applicable CPNI regulations. Customer agrees and understands that Provider may, upon receipt of inquiries from law enforcement agencies and other governmental authorities, inform such agencies and authorities of Customer’s identity and contact information to facilitate the requirements hereof service of subpoenas or other inquiries directly to Customer. Customer agrees and understands that it may be necessary for Provider in accordance with such Personthe course of providing the Service(s) to access, use or disclose Customer or Customer’s customary procedures for handling confidential customers and/or End Users’ information, except that disclosure including, without limitation, pursuant to subpoenas duces tecum (and similar subpoenas) or court orders and other actions of governmental agencies or entities. To the extent agreed to by the Parties in writing from time to time, Customer or Provider may further designate as proprietary or confidential such information as set forth in a Confidentiality Agreement, if any. During the performance of this Agreement, it may be necessary for Provider to transfer, process and store billing and utilization data and other data necessary for Provider’s operation of its network and for the performance of its obligations under this Agreement. The transfer, processing and storing of such information data may be made to or from the United States. Customer hereby consents that Provider may (i) to their respective agentstransfer, employees, Subsidiaries, Affiliates, attorneys, auditors, professional consultants, rating agencies, insurance industry associations store and portfolio management services (provided that any process such Person except a rating agency has agreed to be bound by data in the provisions of this Section 13.16 United States; and with respect to a rating agency, it is informed of the confidential nature of the information and instructed to keep it confidential), (ii) use such data for its own internal purposes and as allowed by law. (b) Notwithstanding any term or condition of this Agreement to bona fide prospective transferees or purchasers of any interest the contrary, including, without limitation, Section 18(a) above, Customer grants Provider the right to use Customer’s name, xxxx and logo on Provider’s website(s) and in the Loans, Provider’s marketing materials and to prospective contractual counterparties (or the professional advisors thereto) in Hedging Agreements permitted hereby, provided that any such Persons shall have agreed publicly identify Customer as Provider’s customer from time to be bound by the provisions of this Section 13.16, and (iii) as required by law, subpoena, judicial order or similar order and in connection with any litigation. Confidential information shall not include information that either: (i) is in the public domain, or becomes part of the public domain after disclosure to such Person through no fault of such Person, or (ii) is disclosed to such Person by a Person other than any Obligor or its Subsidiaries; provided Agent or a Lender, as the case may be, does not have actual knowledge that such Person is prohibited from disclosing such information. Agent and each Lender agree to use reasonable efforts to notify the Borrower Representative of any required disclosure under this Section 13.16 as far in advance as is reasonably practicable under the circumstances in order to give the Borrowers an opportunity to obtain appropriate relief or protection from a court of competent jurisdiction regarding such disclosuretime.

Confidentiality; Publicity. Agent a) Contractor hereby agrees to protect the physical security and each Lender shall hold restrict access to all non-public information regarding data compiled for, used by, or otherwise in the Obligors and their Subsidiaries and their respective businesses obtained by Agent or any Lender pursuant to possession of Contractor in performance of the requirements hereof services hereunder in accordance with such Person’s customary procedures for handling confidential informationContractor's reasonable business practices and as otherwise provided in this Agreement. Contractor shall comply with all applicable laws and regulations relating to confidentiality and privacy, except that disclosure including, without limitation, all requirements of such information may be made (iM.G.L. c.66A implicated by the subject matter of this Agreement. b) Contractor has read and agrees to their respective comply with, and will cause its agents, employeesofficers, Subsidiariesdirectors, Affiliatesemployees and subcontractors to comply with, attorneys, auditors, professional consultants, rating agencies, insurance industry associations and portfolio management services (provided that any such Person except a rating agency has agreed to be bound by the provisions of this Section 13.16 18 and Mass Tech Collaborative's written policies concerning confidentiality, as set forth in Attachments D-1 and D-2 hereto and as communicated by Mass Tech Collaborative's Executive Director or General Counsel to Contractor from time to time. Contractor acknowledges that during the term of this Agreement it may receive, have access to or create Sensitive Information which is not generally known by the public, nor as a matter of course disseminated by Mass Tech Collaborative, published on Mass Tech Collaborative's website or disclosed by Mass Tech Collaborative pursuant to the requirements of any Governmental Authority. Contractor agrees, for itself and for its agents, officers, directors, employees and subcontractors, as follows: i. not at any time, whether during or after the termination of this Agreement, to divulge, disclose or reveal to any Person any such Sensitive Information, whether or not such information is produced by Contractor's own efforts, except (A) as specifically required in connection with respect the fulfillment of Contractor's obligations hereunder, or (B) as otherwise directed by the General Counsel in connection with a disclosure request under the Public Records Act, a request for discovery, subpoena, court or administrative order or other compulsory legal process, disclosure requirement or request relating to a rating agencysuch Sensitive Information; ii. not at any time, whether during or after the termination of this Agreement, use any Sensitive Information for Contractor's direct or indirect financial or other benefit or for the benefit of any Person related to or affiliated with Contractor or with whom Contractor is now or hereafter associated, other than Mass Tech Collaborative, nor will Contractor use or attempt to use any Sensitive Information in any manner which could reasonably be expected to injure or cause loss, whether directly or indirectly, to Mass Tech Collaborative or any Applicable Third Party; iii. in the event that Contractor (or any of its agents, officers, directors employees or subcontractors) is questioned about Sensitive Information by anyone who is not known by Contractor to be authorized to receive or have access to such Sensitive Information, or is asked to provide Sensitive Information to any such Person, Contractor agrees to promptly notify the General Counsel and respond to the inquiror in accordance with the General Counsel's instructions; and iv. not at any time, whether during or after the termination of this Agreement, reproduce any Written Materials containing Sensitive Information except to the extent necessary to perform Contractor's obligations under this Agreement, nor make or use (or permit its employees or agents to use) any Written Materials other than in connection with the performance of Contractors' obligations under this Agreement and for the benefit of Mass Tech Collaborative, it is informed being understood and agreed that all Written Materials are, shall be and shall remain the sole and exclusive property of Mass Tech Collaborative, and immediately upon the termination of the confidential nature Agreement for any reason, Contractor shall deliver all copies of Mass Tech Collaborative's Written Materials and all other property of Mass Tech Collaborative in its direct or indirect possession or control to Mass Tech Collaborative, at its main office. In addition Contractor shall, upon the termination of the Agreement, delete all Written Materials and Sensitive Information, held by Contractor as data stored on computers, floppy disks c/d roms or other electronic media. c) Contractor shall collaborate with Mass Tech Collaborative's Chief of Staff to prepare any public statement or announcement relating to or bearing on the work performed or data collected under this Agreement or to prepare any press release or for any news conference in which Mass Tech Collaborative is concerned or discussed. d) Contractor's obligations under Section 18(b) shall not apply to any information that Contractor can demonstrate, through written records (i) is or has become available to the public (including, without limitation, any information filed with any Governmental Authority and instructed available to keep it confidential)the public) other than as the result of unauthorized disclosure by Contractor or any of its agents, officers, directors, employees or subcontractors in breach hereof, (ii) was known by Contractor prior to bona fide prospective transferees or purchasers other than through disclosure of such information by Mass Tech Collaborative to Contractor (including disclosure to Contractor while previously serving as an employee of or consultant to Mass Tech Collaborative) and was learned or ascertained by Contractor from Persons who are not associated or connected with this Agreement and who rightfully possessed such information and were not themselves in a confidential relationship with Mass Tech Collaborative, any interest in the LoansApplicable Third Party or Contractor with respect to such information, and (iii) Contractor is compelled to prospective contractual counterparties (disclose by order of a court of competent jurisdiction, administrative agency or the professional advisors thereto) in Hedging Agreements permitted herebygovernmental body, or by any law, rule or regulation, or by subpoena, or any other compulsory administrative or legal process, provided that any Contractor provides prior written notice of such Persons shall have agreed disclosure to be bound the General Counsel, (iv) is disclosed by the provisions of this Section 13.16, and (iii) as required by law, subpoena, judicial order or similar order and Contractor in connection with any litigation. Confidential information shall not include information that either: (i) is in the public domain, judicial or becomes part of the public domain after disclosure other proceeding involving Contractor and Mass Tech Collaborative relating to such Person through no fault of such Person, this Agreement or (iiv) is disclosed to such Person by a Person other than any Obligor or its Subsidiaries; provided Agent or a Lender, as with the case may be, does not have actual knowledge that such Person is prohibited from disclosing such information. Agent and each Lender agree to use reasonable efforts to notify written consent of the Borrower Representative of any required disclosure under this Section 13.16 as far in advance as is reasonably practicable under the circumstances in order to give the Borrowers an opportunity to obtain appropriate relief or protection from a court of competent jurisdiction regarding such disclosureGeneral Counsel.

Confidentiality; Publicity. Agent (a) Purchaser acknowledges that the information being provided to it in connection with this Agreement and each Lender shall hold all non-public information regarding the Obligors and their Subsidiaries and their respective businesses obtained by Agent or any Lender pursuant consummation of the transactions contemplated hereby is subject to the requirements hereof terms of a confidentiality agreement, dated as of [***], by and between OPC Energy LTD. and CPV Power Holdings LP, as amended by Amendment No. 1 thereto, dated as of [***], as further amended by Amendment No. 2 thereto, dated as of [***] (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference. Effective upon, and only upon, the Closing, the Confidentiality Agreement shall terminate with respect to information relating solely to the Acquired Companies and the JV Entities. Each Seller acknowledges that it shall not, and it shall cause its Affiliates not to, for a period of [***] after the Closing Date, disclose any Confidential Information (as defined in accordance with such Person’s customary procedures for handling confidential informationthe Confidentiality Agreement) which relates to the Acquired Companies or the JV Entities to anyone other than Purchaser, except that disclosure of such information may be made (i) to their respective agents, employees, Subsidiaries, Affiliates, attorneys, auditors, professional consultants, rating agencies, insurance industry associations and portfolio management services (provided that for any such Person except a rating agency has agreed information that does not relate primarily to the Acquired Companies or JV Entities or which is requested by any Governmental Entity or that is required by applicable Law to be bound disclosed by it in connection with any Claim, and then, if permitted by Law, only after such Seller has given written notice to Purchaser of its obligation to disclose such information so that Purchaser may waive compliance with the provisions of this Section 13.16 and with respect to a rating agency, it is informed of the confidential nature of the information and instructed to keep it confidential), (ii6.04(a) to bona fide prospective transferees or purchasers of any interest in the Loans, and to prospective contractual counterparties (or the professional advisors thereto) in Hedging Agreements permitted hereby, provided that any such Persons shall have agreed to be bound by the provisions of this Section 13.16, and (iii) as required by law, subpoena, judicial order or similar order and in connection with any litigation. Confidential information shall not include information that either: (i) is in the public domain, or becomes part of the public domain after disclosure to such Person through no fault of such Person, or (ii) is disclosed to such Person by a Person other than any Obligor or its Subsidiaries; provided Agent or a Lender, as the case may be, does not have actual knowledge that such Person is prohibited from disclosing such information. Agent and each Lender agree to use reasonable efforts to notify the Borrower Representative of any required disclosure under this Section 13.16 as far in advance as is reasonably practicable under the circumstances in order to give the Borrowers given an opportunity to obtain an appropriate relief or protection from a court of competent jurisdiction regarding protective order with respect to such disclosure, and Sellers shall reasonably cooperate with Purchaser in connection with obtaining such protective order; provided that, if in the absence of a protective order or the receipt of a waiver from Purchaser, such Seller has been advised by legal counsel that it is required to disclose such information, such Seller may disclose such information, and (ii) notwithstanding anything to the contrary contained in this Section 6.04, each such Seller and its Affiliates may, without the prior consent of Purchaser, issue any non-public release or statement or otherwise disclose Confidential Information, including information with respect to this Agreement, the Transaction Documents or the transactions contemplated hereby or thereby (including the Purchase Price and other terms of the Agreement or the Transaction Documents), to any of their respective Affiliates, representatives, current and potential lenders, and current and potential investors, in each case which are subject to fiduciary obligations or contractual confidentiality obligations with respect to such information disclosed to them. (b) None of Purchaser, Sellers, or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated hereby, or any matter related to the foregoing, without first obtaining the prior consent of Sellers or Purchaser, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by Law or legal process (including rules of any national securities exchange or stock exchange), applicable to the Parties or their Affiliates, in which case Sellers or Purchaser, as applicable, shall use its or their reasonable best efforts to coordinate or communicate such announcement or communication with Sellers or Purchaser, as applicable, prior to announcement or issuance; provided, however, that, subject to Section 6.04(a), each Party and its Affiliates may make internal announcements regarding this Agreement and the transactions contemplated hereby to their and their Affiliates’ respective directors, officers, employees, legal and accounting advisors, current and potential lenders, and current and potential investors without the consent of the other Party; and provided, further, that, subject to Section 6.01 and Section 6.04(a), the foregoing shall not prohibit any Party from communicating with third parties to the extent necessary for the purpose of seeking any third party consent.

Confidentiality; Publicity. Agent 10.1. The Party receiving Confidential Information (“Recipient”) of the other Party (“Discloser”) will, and each Lender shall hold all will cause its Representatives to, maintain in strict confidence and not disclose to any third party (except Recipient’s Representatives who have a “need to know”, have been advised of the confidential and proprietary nature of the Confidential Information, and are bound by non-public information regarding use and confidentiality obligations that are at least as restrictive as those described in this Section 10) the Obligors Confidential Information of Discloser, except: (a) as may be required by any applicable law, in which case Recipient will, if permissible, promptly notify Discloser of any such requirement and their Subsidiaries and their respective businesses obtained by Agent Discloser or any Lender pursuant its Affiliates will be permitted to the requirements hereof in accordance with seek confidential treatment for such Person’s customary procedures for handling confidential information, except and Recipient will cooperate with Discloser in connection therewith; or (b) for such Confidential Information that disclosure of such information may be made (i) was, is or becomes generally available to their respective agentsthe public other than as a result of a disclosure by Recipient or its Representatives in violation of this Section 10.1, employees(ii) is or becomes available to Recipient or its Affiliates on a non-confidential basis from a source other than Discloser or its representatives, Subsidiaries, Affiliates, attorneys, auditors, professional consultants, rating agencies, insurance industry associations and portfolio management services (provided that any such Person except a rating agency has agreed source is not known to Recipient or its Affiliates at the time of disclosure to be bound by the provisions a confidentiality agreement with or other contractual, legal or fiduciary obligation of this Section 13.16 and confidentiality to Discloser or any other party with respect to a rating agencysuch information, it is informed of the confidential nature of the information and instructed to keep it confidential), (ii) to bona fide prospective transferees or purchasers of any interest in the Loans, and to prospective contractual counterparties (or the professional advisors thereto) in Hedging Agreements permitted hereby, provided that any such Persons shall have agreed to be bound by the provisions of this Section 13.16, and (iii) Recipient independently developed without reference to the Confidential Information. Recipient will be liable for any use or disclosure of Confidential Information by its Representatives that is not permitted pursuant to this Section 10.1. 10.2. With respect to any Confidential Information, Recipient: (a) will use at least the same degree of care in safeguarding Discloser’s Confidential Information as required Recipient uses to safeguard its own Confidential Information, but in no event less than reasonable care; and (b) upon the discovery of any inadvertent disclosure or unauthorized use of Discloser’s Confidential Information, or upon obtaining notice of any inadvertent disclosure or unauthorized use of Discloser’s Confidential Information, will take or cause to be taken all actions necessary or reasonably requested NIKE, INC., NIKE INTERNATIONAL LIMITED, AND NIKE XXXXX HOCKEY CORP. by lawDiscloser to prevent any further inadvertent disclosure or unauthorized use, subpoenaand Discloser will be entitled to pursue any other remedy at law or in equity which may be available to it (including specific performance). 10.3. Notwithstanding anything herein to the contrary, judicial order any Party to this Agreement (and its Representatives) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement, and all materials of any kind (including opinions or similar order other tax analyses) related to such tax treatment and in connection with tax structure. 10.4. Recipient will not use Discloser’s Confidential Information for any litigationpurpose other than to perform its obligations under the Trademark Agreements. 10.5. Confidential information shall not include information that Upon Discloser’s written request, Recipient will either: (a) return to Discloser all copies of Confidential Documents and any other tangible material embodying or containing Confidential Information, including Confidential Information in its Representatives’ possession; or (b) destroy every copy of Confidential Documents and any other tangible material embodying or containing Confidential Information, including all Confidential Information in its Representatives’ possession, and deliver to Discloser within five (5) days a written statement verifying such destruction. 10.6. Except as specifically provided in the Trademark Agreements or in any other agreement pursuant to the transactions contemplated by the Purchase Agreements, Licensee will not (a) unless otherwise permitted in writing, use NIKE’s name or any NIKE trademark, service xxxx, logo or copyright protected work (whether or not registered), other than the Licensed Xxxx (and then only in accordance with the terms of this Agreement) in any of Licensee’s Advertising Materials; (b) identify NIKE on Licensee’s website or in any metatags or key words for such website, except as necessary to identify Licensee as no longer affiliated with NIKE; provided that NIKE has given its prior consent to such use in writing; or (c) include a hyperlink from any website maintained by Licensee to any NIKE website. Except as specifically provided in the Trademark Agreements or in any other agreement pursuant to the transactions contemplated by the Purchase Agreements, neither Party will make any public announcement regarding (i) is in such Party’s association with the public domain, or becomes part of the public domain after disclosure to such Person through no fault of such Person, other Party or (ii) is disclosed to such Person by a Person the existence of this Agreement, without the prior written consent of the other than any Obligor or its Subsidiaries; provided Agent or a Lender, as the case may be, does not have actual knowledge that such Person is prohibited from disclosing such information. Agent and each Lender agree to use reasonable efforts to notify the Borrower Representative of any required disclosure under this Section 13.16 as far in advance as is reasonably practicable under the circumstances in order to give the Borrowers an opportunity to obtain appropriate relief or protection from a court of competent jurisdiction regarding such disclosureParty.

Confidentiality; Publicity. Agent (a) Each Party shall keep confidential and each Lender shall hold not disclose to any Person without prior written consent of the other Party (the “Provider”) the existence or content of this Agreement, all nonconfidential information (irrespective of written, oral or any other form) received prior to, on or after the date hereof by such Party or its representatives and Affiliates (the “Recipient”) from the Provider in relation to this Agreement and the transaction contemplated hereby (the “Confidential Information”); provided, however, that the Recipient may disclose, on a need-public to-know basis, Confidential Information to its representatives and Affiliates. The Recipient shall be liable for any breach by its representatives and Affiliates of any of its confidentiality obligations contained herein. Notwithstanding the foregoing, in the event that the Recipient or any of its representatives or Affiliates is requested pursuant to, or required by, applicable Law or legal process (including rules of any national securities exchange) to disclose any Confidential Information, the Recipient shall notify the Provider promptly so that the Provider may seek a protective order or other appropriate remedy or, in the Provider’s sole discretion, waive compliance with the terms of this Agreement. In the event that no such protective order or other remedy is obtained, or that the Provider waives compliance with the terms of this Agreement, the Recipient shall furnish only that portion of the Confidential Information which the Recipient is advised by counsel is required and will exercise all reasonable efforts as are practicable to obtain reliable assurance that confidential treatment will be accorded the Confidential Information. Notwithstanding anything to the contrary, however, Seller unconditionally shall be permitted to file with the U.S. Securities and Exchange Commission any information regarding this Agreement or the Obligors and proposed transaction that they deem advisable in their Subsidiaries and their respective businesses obtained by Agent or any Lender pursuant sole discretion. Notwithstanding anything to the requirements hereof contrary, however, Buyer unconditionally shall be permitted to file with the Superintendencia de Valores y Seguros and Chilean stock exchanges any information regarding this Agreement or the proposed transaction that it deems advisable or required by law in accordance with such Person’s customary procedures for handling confidential information, except that disclosure its sole discretion. The obligations under this Section 6.4(a) shall survive until the earlier of such information may be made (i) to their respective agents, employees, Subsidiaries, Affiliates, attorneys, auditors, professional consultants, rating agencies, insurance industry associations and portfolio management services (provided that any such Person except a rating agency has agreed to be bound by the provisions first anniversary of the date of termination of this Section 13.16 and with respect to a rating agency, it is informed of the confidential nature of the information and instructed to keep it confidential), (ii) to bona fide prospective transferees or purchasers of any interest in the Loans, and to prospective contractual counterparties (or the professional advisors thereto) in Hedging Agreements permitted hereby, provided that any such Persons shall have agreed to be bound by the provisions of this Section 13.16, and (iii) as required by law, subpoena, judicial order or similar order and in connection with any litigation. Confidential information shall not include information that either: (i) is in the public domain, or becomes part of the public domain after disclosure to such Person through no fault of such PersonAgreement, or (ii) the first anniversary of the Closing Date. (b) Prior to Closing, neither Party will make any public announcement or issue any public communication (including announcements or communications to employees of the Companies and interviews with the media) regarding this Agreement or the proposed transaction, or any matter related to the foregoing, without the prior written consent of the other Party (not to be unreasonably withheld), except if such announcement or other communication is disclosed to such Person by a Person other than required by, applicable Law or legal process (including rules of any Obligor or its Subsidiaries; provided Agent or a Lendernational securities exchange), in which case the disclosing party shall, as permitted by applicable Law or legal process, first allow the case may be, does not have actual knowledge that other Party at least two (2) Business Days to review such Person is prohibited from disclosing such information. Agent announcement or communication and each Lender agree to use reasonable efforts to notify the Borrower Representative of any required disclosure under this Section 13.16 as far in advance as is reasonably practicable under the circumstances in order to give the Borrowers an opportunity to obtain appropriate relief or protection from a court of competent jurisdiction regarding such disclosurecomment thereon,.

Confidentiality; Publicity. Agent (a) All information furnished by Seller or a Toll Entity in writing to Buyer in connection with this Agreement and each Lender the transactions contemplated hereby shall hold all non-public information regarding be kept confidential by Buyer and shall be used by it only in connection with this Agreement and the Obligors and their Subsidiaries and their respective businesses obtained by Agent or any Lender pursuant transactions contemplated hereby, except to the requirements hereof in accordance with such Person’s customary procedures for handling confidential information, except extent that disclosure of such information may be made (i) is information which it can demonstrate was already known to their respective agentsit from a source, employeeswith no duty of confidentiality to Seller or any Toll Entity, Subsidiarieswhen received from Seller or a Toll Entity or, Affiliates(ii) thereafter becomes lawfully obtainable from other sources through no act or failure to act on its part, attorneysor (iii) is required to be disclosed in any document to be filed with any Governmental Body or in connection with any Proceeding, auditorssubject to prior consultation with Seller and its counsel to the extent reasonably practicable. In the event that the Closing does not occur, professional consultantsBuyer shall, rating agenciesupon request, insurance industry associations promptly return to Seller the information it received from Seller and portfolio management services (provided that any the Toll Entities and shall destroy all copies of, or extracts from, such Person except a rating agency has agreed to information. Following the Closing, Buyer will no longer be bound by the confidentiality provisions of this Section 13.16 and 12.1(a) with respect to a rating agencyinformation relating to any Toll Entity or their respective businesses or Assets. (b) Seller acknowledges that Buyer has legitimate and continuing interests in the protection of confidential information related to the Business. From and after the Closing, it is informed Seller and Parent shall not, and shall cause their Affiliates not to, disclose, furnish or make accessible to any Person or use to its benefit or the benefit of any other Person any Trade Secrets or other confidential information of the confidential nature of Business, except to the extent that such information and instructed to keep it confidential), (ii) to bona fide prospective transferees or purchasers of any interest in the Loans, and to prospective contractual counterparties (or the professional advisors thereto) in Hedging Agreements permitted hereby, provided that any such Persons shall have agreed to be bound by the provisions of this Section 13.16, and (iii) as required by law, subpoena, judicial order or similar order and in connection with any litigation. Confidential information shall not include information that either: (i) is in the public domain, or thereafter becomes part of the public domain after disclosure to such Person lawfully obtainable from other sources through no fault of such Person, act or failure to act on its part or (ii) is required to be disclosed in any document to such Person be filed with any Governmental Body or in connection with any Proceeding, subject to the prior consultation with Buyer, to the extent reasonably practicable. (c) Except to the extent required by a Person applicable Law or applicable requirements of any Governmental Body, any news release or other than any Obligor public disclosure or its Subsidiaries; provided Agent announcement concerning this Agreement or a Lenderthe Related Agreements or the transactions contemplated hereby or thereby shall not be issued or approved by Buyer or Seller without the prior written approval of the other party, as to the case may becontents of the announcement, does not have actual knowledge disclosure and/or release. Buyer and Seller shall use their best efforts and establish reasonable precautions to ensure that such Person is prohibited from disclosing such information. Agent their Affiliates, principals, agents and each Lender agree to use reasonable efforts to notify employees abide by the Borrower Representative terms of any required disclosure under this Section 13.16 as far in advance as is reasonably practicable under the circumstances in order to give the Borrowers an opportunity to obtain appropriate relief or protection from a court of competent jurisdiction regarding such disclosure12.1.

Confidentiality; Publicity. Agent 17.8.1 The OPM hereby agrees to protect the physical security and each Lender shall hold restrict access to all non-public information regarding data compiled for, used by, or otherwise in the Obligors and their Subsidiaries and their respective businesses obtained by Agent or any Lender pursuant to possession of the requirements hereof OPM in performance of the services hereunder in accordance with such Person’s customary procedures for handling confidential informationthe OPM's reasonable business practices and as otherwise provided in this Agreement. The OPM shall comply with all applicable laws and regulations relating to confidentiality and privacy, except that disclosure including, without limitation, all requirements of such information may be made (i) Mass. G.L. ch. 66A implicated by the subject matter of this Agreement. 17.8.2 The OPM has read and agrees to their respective comply with, and will cause its agents, employeesofficers, Subsidiariesdirectors, Affiliatesemployees and subcontractors to comply with, attorneys, auditors, professional consultants, rating agencies, insurance industry associations and portfolio management services (provided that any such Person except a rating agency has agreed to be bound by the provisions of this Section 13.16 17 and the Owner's written policies concerning confidentiality, as set forth in Attachments C-1 and C-2 hereto and as communicated by the Owner's Executive Director or General Counsel to the OPM from time to time. The OPM acknowledges that during the term of this Agreement it may receive, have access to or create Sensitive Information which is not generally known by the public, nor as a matter of course disseminated by the Owner, published on the Owner's website or disclosed by the Owner pursuant to the requirements of any Governmental Authority. The OPM agrees, for itself and for its agents, officers, directors, employees and subcontractors, as follows: 17.8.2.1 not at any time, whether during or after the termination of this Agreement, to divulge, disclose or reveal to any Person any such Sensitive Information, whether or not such information is produced by the OPM's own efforts, except (A) as specifically required in connection with respect the fulfillment of the OPM's obligations hereunder, or (B) as otherwise directed by the General Counsel in connection with a disclosure request under the Public Records Act, a request for discovery, subpoena, court or administrative order or other compulsory legal process, disclosure requirement or request relating to a rating agencysuch Sensitive Information; 17.8.2.2 not at any time, whether during or after the termination of this Agreement, use any Sensitive Information for the OPM's direct or indirect financial or other benefit or for the benefit of any Person related to or affiliated with the OPM or with whom the OPM is now or hereafter associated, other than the Owner, nor will the OPM use or attempt to use any Sensitive Information in any manner which could reasonably be expected to injure or cause loss, whether directly or indirectly, to the Owner or any Applicable Third Party; 17.8.2.3 in the event that the OPM (or any of its agents, officers, directors employees or subcontractors) is questioned about Sensitive Information by anyone who is not known by the OPM to be authorized to receive or have access to such Sensitive Information, or is asked to provide Sensitive Information to any such Person, the OPM agrees to promptly notify the General Counsel and respond to the inquiror in accordance with the General Counsel's instructions; and 17.8.2.4 not at any time, whether during or after the termination of this Agreement, reproduce any Written Materials containing Sensitive Information except to the extent necessary to perform the OPM's obligations under this Agreement, nor make or use (or permit its employees or agents to use) any Written Materials other than in connection with the performance of the OPMs' obligations under this Agreement and for the benefit of the Owner, it is informed being understood and agreed that all Written Materials are, shall be and shall remain the sole and exclusive property of the confidential nature Owner, and immediately upon the termination of the Agreement for any reason, the OPM shall deliver all copies of the Owner's Written Materials and all other property of the Owner in its direct or indirect possession or control to the Owner, at its main office. In addition, the OPM shall, upon the termination of the Agreement, delete all Written Materials and Sensitive Information, held by the OPM as data stored on computers, floppy disks c/d roms or other electronic media. 17.8.3 The OPM shall collaborate with the Owner's Communications Director to prepare any public statement or announcement relating to or bearing on the work performed or data collected under this Agreement or to prepare any press release or for any news conference in which the Owner is concerned or discussed. 17.8.4 The OPM's obligations under Section 17.8.2 shall not apply to any information that the OPM can demonstrate, through written records (i) is or has become available to the public (including, without limitation, any information filed with any Governmental Authority and instructed available to keep it confidential)the public) other than as the result of unauthorized disclosure by the OPM or any of its agents, officers, directors, employees or subcontractors in breach hereof, (ii) was known by the OPM prior to bona fide prospective transferees or purchasers other than through disclosure of such information by the Owner to the OPM (including disclosure to the OPM while previously serving as an employee of or consultant to the Owner) and was learned or ascertained by the OPM from Persons who are not associated or connected with this Agreement and who rightfully possessed such information and were not themselves in a confidential relationship with the Owner, any interest in the Loans, and to prospective contractual counterparties (Applicable Third Party or the professional advisors theretoOPM with respect to such information, (iii) in Hedging Agreements permitted herebythe OPM is compelled to disclose by order of a court of competent jurisdiction, administrative agency or governmental body, or by any law, rule or regulation, or by subpoena, or any other compulsory administrative or legal process, provided that any the OPM provides prior written notice of such Persons shall have agreed disclosure to be bound the General Counsel, (iv) is disclosed by the provisions of this Section 13.16, and (iii) as required by law, subpoena, judicial order or similar order and OPM in connection with any litigation. Confidential information shall not include information that either: (i) is in judicial or other proceeding involving the public domain, or becomes part of OPM and the public domain after disclosure Owner relating to such Person through no fault of such Person, this Agreement or (iiv) is disclosed to such Person by a Person other than any Obligor or its Subsidiaries; provided Agent or a Lender, as with the case may be, does not have actual knowledge that such Person is prohibited from disclosing such information. Agent and each Lender agree to use reasonable efforts to notify written consent of the Borrower Representative of any required disclosure under this Section 13.16 as far in advance as is reasonably practicable under the circumstances in order to give the Borrowers an opportunity to obtain appropriate relief or protection from a court of competent jurisdiction regarding such disclosureGeneral Counsel.

Confidentiality; Publicity. Agent (a) This Agreement and each Lender shall hold all non-its terms, together with any attachments, including, without limitation, any Exhibits, SOFs, Rate Sheets, and Terms and Conditions, but excluding only such information that may be available to the public on Provider’s website from time to time, is designated as proprietary and confidential information regarding of Provider. The Parties agree that such information will not be disclosed by Xxxxxxxx, either directly or indirectly, by any means, to any third person(s) without the Obligors express written permission of Provider. In the event disclosure is mandated by court order, subpoena, a governmental authority, or under law, Customer will give prompt written notice to Provider prior to any such disclosure and their Subsidiaries and their respective businesses obtained cooperate fully to obtain any protective order or other form of confidentiality protection sought by Agent or Provider prior to any Lender such disclosure, except when Customer is lawfully compelled to maintain confidentiality pursuant to such court order, subpoena, governmental authority or law. Provider will abide by applicable CPNI regulations. Customer agrees and understands that Provider may, upon receipt of inquiries from law enforcement agencies and other governmental authorities, inform such agencies and authorities of Customer’s identity and contact information to facilitate the requirements hereof service of subpoenas or other inquiries directly to Customer. Customer agrees and understands that it may be necessary for Provider in accordance with such Personthe course of providing the Service(s) to access, use or disclose Customer or Customer’s customary procedures for handling confidential customers and/or End Users’ information, except that disclosure including, without limitation, pursuant to subpoenas duces tecum (and similar subpoenas) or court orders and other actions of governmental agencies or entities. To the extent agreed to by the Parties in writing from time to time, Customer or Provider may further designate as proprietary or confidential such information as set forth in a Confidentiality Agreement, if any. During the performance of this Agreement, it may be necessary for Provider to transfer, process and store billing and utilization data and other data necessary for Provider’s operation of its network and for the performance of its obligations under this Agreement. The transfer, processing and storing of such information data may be made to or from the United States. Customer hereby consents that Provider may (i) to their respective agentstransfer, employees, Subsidiaries, Affiliates, attorneys, auditors, professional consultants, rating agencies, insurance industry associations store and portfolio management services (provided that any process such Person except a rating agency has agreed to be bound by data in the provisions of this Section 13.16 United States; and with respect to a rating agency, it is informed of the confidential nature of the information and instructed to keep it confidential), (ii) use such data for its own internal purposes and as allowed by law. (b) Notwithstanding any term or condition of this Agreement to bona fide prospective transferees or purchasers of any interest the contrary, including, without limitation, Section 18(a) above, Customer grants Provider the right to use Customer’s name, mark and logo on Provider’s website(s) and in the Loans, Provider’s marketing materials and to prospective contractual counterparties (or the professional advisors thereto) in Hedging Agreements permitted hereby, provided that any such Persons shall have agreed publicly identify Customer as Provider’s customer from time to be bound by the provisions of this Section 13.16, and (iii) as required by law, subpoena, judicial order or similar order and in connection with any litigation. Confidential information shall not include information that either: (i) is in the public domain, or becomes part of the public domain after disclosure to such Person through no fault of such Person, or (ii) is disclosed to such Person by a Person other than any Obligor or its Subsidiaries; provided Agent or a Lender, as the case may be, does not have actual knowledge that such Person is prohibited from disclosing such information. Agent and each Lender agree to use reasonable efforts to notify the Borrower Representative of any required disclosure under this Section 13.16 as far in advance as is reasonably practicable under the circumstances in order to give the Borrowers an opportunity to obtain appropriate relief or protection from a court of competent jurisdiction regarding such disclosuretime.

Confidentiality; Publicity. Agent a) Contractor hereby agrees to protect the physical security and each Lender shall hold restrict access to all non-public information regarding data compiled for, used by, or otherwise in the Obligors and their Subsidiaries and their respective businesses obtained by Agent or any Lender pursuant to possession of Contractor in performance of the requirements hereof services hereunder in accordance with such Person’s customary procedures for handling confidential informationContractor's reasonable business practices and as otherwise provided in this Agreement. Contractor shall comply with all applicable laws and regulations relating to confidentiality and privacy, except that disclosure including, without limitation, all requirements of such information may be made (iM.G.L. c.66A implicated by the subject matter of this Agreement. b) Contractor has read and agrees to their respective comply with, and will cause its agents, employeesofficers, Subsidiariesdirectors, Affiliatesemployees and subcontractors to comply with, attorneys, auditors, professional consultants, rating agencies, insurance industry associations and portfolio management services (provided that any such Person except a rating agency has agreed to be bound by the provisions of this Section 13.16 16 and Mass Tech Collaborative's written policies concerning confidentiality, as set forth in Attachments C- 1 and C-2 hereto and as communicated by Mass Tech Collaborative's Executive Director or General Counsel to Contractor from time to time. Contractor acknowledges that during the term of this Agreement it may receive, have access to or create Sensitive Information which is not generally known by the public, nor as a matter of course disseminated by Mass Tech Collaborative, published on Mass Tech Collaborative's website or disclosed by Mass Tech Collaborative pursuant to the requirements of any Governmental Authority. Contractor agrees, for itself and for its agents, officers, directors, employees and subcontractors, as follows: i. not at any time, whether during or after the termination of this Agreement, to divulge, disclose or reveal to any Person any such Sensitive Information, whether or not such information is produced by Contractor's own efforts, except (A) as specifically required in connection with respect the fulfillment of Contractor's obligations hereunder, or (B) as otherwise directed by the General Counsel in connection with a disclosure request under the Public Records Act, a request for discovery, subpoena, court or administrative order or other compulsory legal process, disclosure requirement or request relating to a rating agencysuch Sensitive Information; ii. not at any time, whether during or after the termination of this Agreement, use any Sensitive Information for Contractor's direct or indirect financial or other benefit or for the benefit of any Person related to or affiliated with Contractor or with whom Contractor is now or hereafter associated, other than Mass Tech Collaborative, nor will Contractor use or attempt to use any Sensitive Information in any manner which could reasonably be expected to injure or cause loss, whether directly or indirectly, to Mass Tech Collaborative or any Applicable Third Party; iii. in the event that Contractor (or any of its agents, officers, directors employees or subcontractors) is questioned about Sensitive Information by anyone who is not known by Contractor to be authorized to receive or have access to such Sensitive Information, or is asked to provide Sensitive Information to any such Person, Contractor agrees to promptly notify the General Counsel and respond to the inquiror in accordance with the General Counsel's instructions; and iv. not at any time, whether during or after the termination of this Agreement, reproduce any Written Materials containing Sensitive Information except to the extent necessary to perform Contractor's obligations under this Agreement, nor make or use (or permit its employees or agents to use) any Written Materials other than in connection with the performance of Contractors' obligations under this Agreement and for the benefit of Mass Tech Collaborative, it is informed being understood and agreed that all Written Materials are, shall be and shall remain the sole and exclusive property of Mass Tech Collaborative, and immediately upon the termination of the confidential nature Agreement for any reason, Contractor shall deliver all copies of Mass Tech Collaborative's Written Materials and all other property of Mass Tech Collaborative in its direct or indirect possession or control to Mass Tech Collaborative, at its main office. In addition Contractor shall, upon the termination of the Agreement, delete all Written Materials and Sensitive Information, held by Contractor as data stored on computers, floppy disks c/d roms or other electronic media. Notwithstanding the foregoing, Contractor may retain for its files one copy of any working papers produced by Contractor or obtained from Mass Tech Collaborative in connection with any engagement to perform legal services. c) Contractor shall collaborate with Mass Tech Collaborative's Chief of Staff to prepare any public statement or announcement relating to or bearing on the work performed or data collected under this Agreement or to prepare any press release or for any news conference in which Mass Tech Collaborative is concerned or discussed. d) Contractor's obligations under Section 16(b) shall not apply to any information that Contractor can demonstrate, through written records (i) is or has become available to the public (including, without limitation, any information filed with any Governmental Authority and instructed available to keep it confidential)the public) other than as the result of unauthorized disclosure by Contractor or any of its agents, officers, directors, employees or subcontractors in breach hereof, (ii) was known by Contractor prior to bona fide prospective transferees or purchasers other than through disclosure of such information by Mass Tech Collaborative to Contractor (including disclosure to Contractor while previously serving as an employee of or consultant to Mass Tech Collaborative) and was learned or ascertained by Contractor from Persons who are not associated or connected with this Agreement and who rightfully possessed such information and were not themselves in a confidential relationship with Mass Tech Collaborative, any interest in the LoansApplicable Third Party or Contractor with respect to such information, and (iii) Contractor is compelled to prospective contractual counterparties (disclose by order of a court of competent jurisdiction, administrative agency or the professional advisors thereto) in Hedging Agreements permitted herebygovernmental body, or by any law, rule or regulation, or by subpoena, or any other compulsory administrative or legal process, provided that any Contractor provides prior written notice of such Persons shall have agreed disclosure to be bound the General Counsel, (iv) is disclosed by the provisions of this Section 13.16, and (iii) as required by law, subpoena, judicial order or similar order and Contractor in connection with any litigation. Confidential information shall not include information that either: (i) is in the public domain, judicial or becomes part of the public domain after disclosure other proceeding involving Contractor and Mass Tech Collaborative relating to such Person through no fault of such Person, this Agreement or (iiv) is disclosed to such Person by a Person other than any Obligor or its Subsidiaries; provided Agent or a Lender, as with the case may be, does not have actual knowledge that such Person is prohibited from disclosing such information. Agent and each Lender agree to use reasonable efforts to notify written consent of the Borrower Representative of any required disclosure under this Section 13.16 as far in advance as is reasonably practicable under the circumstances in order to give the Borrowers an opportunity to obtain appropriate relief or protection from a court of competent jurisdiction regarding such disclosureGeneral Counsel.